DONALDSON Co INC
For the period ended Oct 2, 2024. Filed Oct 2, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 2, 2024 · Filed Oct 2, 2024
Use the contents to explore the available documents and sections.
Contents
Director Selection Process
The Corporate Governance Committee generally identifies and recommends to the Board new directors through the following process:
| Source Candidate Pool | |||
|---|---|---|---|
| The Corporate Governance Committee will consider candidates recommended by the current directors, Officers, director search firms, and our stockholders. Periodically, the Committee will engage with one or more search firms to assist in identifying qualified director candidate. | |||
| Evaluate Qualified Candidates | |||
| Assess candidates in accordance with our Bylaws, Corporate Governance Guidelines and applicable legal and regulatory requirements. | Evaluate candidates' qualifications, including experience as a chairman of a board of directors, a CEO or other senior management, and business expertise. | Consider candidates' diversity, including race, gender, national origin, differences of background, professional and global experience, education, and other individual qualities and attributes. | Review candidates' independence, ethical standards, records of accomplishment and ability to provide valuable perspectives and meaningful oversight. |
| Recommend and Nominate | |||
| The Corporate Governance Committee recommends to the Board, and the Board approves, director nominees who are best qualified to serve the interests of the Company and who possess the highest personal and professional ethics, integrity and values and are committed to representing the long-term interests of the stockholders. | |||
| Appoint or Elect to the Board | |||
| The Board, considering the Corporate Governance Committee's recommendation, appoints nominees as directors and recommends a slate of nominees to be presented for election at each Annual Meeting of Stockholders. | |||
Stockholder Nominations and Recommendations of Director Candidates
Our Bylaws provide that if a stockholder proposes to nominate a candidate at the Annual Meeting, the stockholder must give written notice of the nomination to our Secretary in compliance with the applicable deadline for submitting stockholder proposals for the applicable Annual Meeting. Stockholders who wish to recommend a candidate for consideration should follow the same procedures.
The stockholder’s notice must set forth as to each nominee all information relating to the person whom the stockholder proposes to nominate that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).
The Corporate Governance Committee will evaluate director candidates recommended by stockholders in accordance with the same criteria for director selection as is described in under “Director Selection Process” above. No stockholders submitted director nominations in connection with the Annual Meeting.
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